Form 8-K

8-K — Lionheart Holdings

Accession: 0001213900-26-067101

Filed: 2026-06-10

Period: 2026-06-10

CIK: 0002015955

SIC: 6770 (BLANK CHECKS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0294240-8k_lionheart.htm (Primary)

EX-10.1 — FORM OF NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST (ea029424001ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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2026-06-10

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

June 10, 2026

LIONHEART HOLDINGS

(Exact name of registrant as specified in its

charter)

Cayman Islands

001-42135

98-1778167

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

200 W Cypress Creek Road, Suite 500

Fort Lauderdale, Florida 33309

(Address of principal executive offices, including

zip code)

Registrant’s telephone number, including

area code: (305) 573-3900

Not Applicable

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant

CUBWU

The Nasdaq Stock Market LLC

Class A ordinary shares, par value $0.0001 per share

CUB

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share

CUBWW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01.

Other Events.

As previously disclosed,

Lionheart Holdings (the “Company”) has called an extraordinary general meeting of shareholders to be held on June 15, 2026

(the “Meeting”) to approve an extension of time for the Company to complete an initial business combination through March

20, 2027 (the “Extension Proposal”).

In connection with the

Meeting, the deadline for holders of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary

shares”), issued in the Company’s IPO to submit their shares for redemption is 5:00 p.m. Eastern time on June 11, 2026.

In connection with the

Meeting, the Company and Lionheart Sponsor, LLC (the “Sponsor”) have determined that they intend to enter into one or more

Non-Redemption Agreement and Assignment of Economic Interests, substantially in the form attached hereto as Exhibit 10.1 (the “Non-Redemption

Agreements”), with one or more unaffiliated shareholders of the Company, pursuant to which such shareholders would agree not to

redeem (or validly withdraw and rescind any redemption requests on) their Class A ordinary shares (the “Non-Redeemed Shares”)

in connection with the Meeting. In consideration for the foregoing commitment not to redeem the Non-Redeemed Shares, the Sponsor anticipates

agreeing to transfer and assign, or cause to be transferred and assigned, to such shareholders Class B ordinary shares, par value $0.0001

per share, of the Company (the “Class B ordinary shares”), held by the Sponsor and other holders (at a ratio to be negotiated

between the parties but currently expected to be at or around one Class B ordinary share for every five Non-Redeemed Shares) promptly

following the closing of the Company’s initial business combination if such shareholders do not exercise their redemption rights

with respect to their Non-Redeemed Shares in connection with the Meeting and the Extension Proposal is approved and effected.

The Non-Redemption Agreements

are not expected to increase the likelihood that the Extension Proposal is approved by the Company’s shareholders at the Meeting

but are expected to increase the amount of funds that remain in the Company’s trust account following the Meeting, relative to the

amount remaining in the trust account in the absence of the Non-Redemption Agreements.

NO ASSURANCES ARE MADE

THAT A NON-REDEMPTION AGREEMENT OF ANY KIND WILL BE AGREED UPON OR CONSUMMATED AND THE ACTUAL TERMS OF ANY NON-REDEMPTION AGREEMENT MAY

DIFFER MATERIALLY FROM THE TERMS DESCRIBED HEREIN.

The foregoing description

of the form of Non-Redemption Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption

Agreement filed hereto as Exhibit 10.1, which is incorporated herein by reference.

Important Information

and Where to Find It

The Company has mailed

to its shareholders of record as of May 15, 2026 a definitive proxy statement (the “Extension Proxy Statement”) for the Meeting

to approve the Extension Proposal. Shareholders may obtain a copy of the Extension Proxy Statement, without charge, by directing a request

to: Lionheart Holdings, 200 W Cypress Creek Road, Suite 500, Fort Lauderdale, Florida 33309. The Extension Proxy Statement can also be

obtained, without charge, at the U.S. Securities and Exchange Commission’s (the “SEC”) website (www.sec.gov).

The Company urges investors,

shareholders and other interested persons to read the Extension Proxy Statement, as well as other documents filed with the SEC, because

these documents do and will contain important information about the Company and the Extension Proposal.

In connection with any

proposed business combination, the Company expects to file relevant materials with the SEC, which may include a proxy statement, registration

statement, and other documents. Investors and security holders are urged to read all such documents carefully and in their entirety when

they become available, because they will contain important information about the Company, any target, and any proposed transaction. When

available, these documents may be obtained free of charge at the SEC’s website or from the Company.

Participants in the

Solicitation

The Company and its directors

and executive officers may be considered participants in the solicitation of proxies with respect to the Extension Proposal and any potential

transaction under the rules of the SEC. Information about the directors and executive officers of the Company is set forth in the Company’s

Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on March 25, 2026, and in the Company’s

Current Report on Form 8-K filed with the SEC on June 9, 2026. Information regarding the persons who may, under the rules of the SEC,

be deemed participants in the solicitation of the shareholders in connection with a potential transaction will be set forth in the Proxy

Statement when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.

No Offer or Solicitation

This Current Report on

Form 8-K is for informational purposes only and shall not constitute a solicitation of a proxy, consent, or authorization with respect

to the Extension Proposal, any securities or in respect of a proposed business combination. This Current Report on Form 8-K shall also

not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any

jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities

laws of such jurisdiction. Any offering of securities will be made only by means of a prospectus meeting the requirements of Section 10

of the Securities Act of 1933, as amended, or an exemption therefrom.

Forward-Looking Statements

This Current Report on

Form 8-K may contain “forward-looking statements” for purposes of the safe harbor provisions under the U.S. Private Securities

Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,”

“will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,”

“should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,”

“future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not

statements of historical matters. These forward-looking statements include, without limitation, statements regarding the Company’s

intended acquisition focus and strategy, any potential business combination, the anticipated benefits and structure of any such transaction,

the targeted assets and capital vehicle, the regulatory and policy environment in Venezuela, and the expected timing of any of the foregoing.

In addition, any statements that refer to the Company’s intent to enter into one or more Non-Redemption Agreements in connection

with the Meeting and the expected terms of any Non-Redemption Agreements are forward-looking statements. These statements are based on

current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from

those expressed or implied by the forward-looking statements.

Factors that may cause

such differences include, among others: the risk that the approval of the shareholders of the Company of the Extension Proposal is not

obtained; the inability to identify, negotiate, and consummate a business combination within the required time period; risks relating

to U.S., Venezuelan, and international sanctions and the scope, continuation, or revocation of applicable governmental authorizations

and licenses; geopolitical, regulatory, operational, and execution risks associated with energy assets in Venezuela; the availability

of financing on acceptable terms, if at all; limitations on the Company’s ability to enter into, and if consummated, access capital

under, its planned equity facility, including registration effectiveness and trading-volume and share-price constraints; redemptions by

public shareholders; and the other risks and uncertainties described from time to time in the Company’s filings with the U.S. Securities

and Exchange Commission.

Forward-looking statements

speak only as of the date of this Current Report on Form 8-K and are not guarantees of future performance. The Company undertakes no obligation

to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required

by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

10.1

Form of Non-Redemption Agreement and Assignment of Economic Interest

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

LIONHEART HOLDINGS

Date: June 10, 2026

By:

/s/ Paul Rapisarda

Name:

Paul Rapisarda

Title:

Chief Financial Officer

EX-10.1 — FORM OF NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST

EX-10.1

Filename: ea029424001ex10-1.htm · Sequence: 2

Exhibit 10.1

NON-REDEMPTION AGREEMENT AND ASSIGNMENT

OF ECONOMIC INTEREST

This Non-Redemption Agreement

and Assignment of Economic Interest (this “Agreement”) is entered as of [___], 2026 by and among Lionheart Holdings,

a Cayman Islands exempted company (“Lionheart”), Lionheart Sponsor, LLC, a Florida limited liability company (the “Sponsor”),

and the undersigned investors (collectively, the “Investor”).

RECITALS

WHEREAS, the Sponsor

currently holds Lionheart Class B ordinary shares, par value $0.0001 per share, initially purchased in a private placement prior to Lionheart’s

initial public offering (the “Founder Shares”);

WHEREAS, Lionheart

expects to hold an extraordinary general meeting of shareholders (the “Meeting”) for the purpose of approving, among

other things, an amendment to Lionheart’s Amended and Restated Memorandum and Articles of Association (the “M&A”)

to extend the date by which Lionheart must consummate an initial business combination (the “Initial Business Combination”)

by nine additional months until March 20, 2027 (the “Extension”);

WHEREAS, the M&A

provides that a shareholder of Lionheart may redeem its Class A ordinary shares, par value $0.0001 per share, initially sold as part of

the units in Lionheart’s initial public offering (whether they were purchased in Lionheart’s initial public offering or thereafter

in the open market) (the “Public Shares” and together with the Founder Shares, the “Ordinary Shares”)

in connection with the M&A amendment, on the terms set forth in the M&A (“Redemption Rights”);

WHEREAS, subject to

the terms and conditions of this Agreement, the Sponsor desires to transfer to Investor, and Investor desires to acquire from the Sponsor,

that number of Founder Shares set forth opposite such Investor’s name on Exhibit A (the “Assigned Securities”),

to be transferred to Investor in connection with Lionheart’s completion of its Initial Business Combination, and, prior to the transfer

of the Assigned Securities to Investor, the Sponsor desires to assign the economic benefits of the Assigned Securities to Investor.

NOW THEREFORE, in consideration

of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged, Lionheart, Investor and the Sponsor hereby agree as follows:

1. Terms of Transfer.

1.1. Upon the terms and subject to the conditions of this Agreement, if (a) as of 5:30 PM, New York time, on

the date of the Meeting, Investor holds the Investor Shares (as defined below), (b) Investor did not or does not exercise (or exercised

and validly rescinds) its Redemption Rights with respect to such Investor Shares in connection with the Meeting, (c) the Extension is

approved at the Meeting and Lionheart meets the continued or initial listing requirements to be listed on a national securities exchange

following the Meeting, and (d) Lionheart implements the Extension, then the Sponsor hereby agrees to assign to Investor for no additional

consideration the Assigned Securities set forth on Exhibit A, and the Sponsor further agrees to assign to Investor the Economic

Interest (as defined below) associated with the Assigned Securities that the Sponsor has agreed to assign to Investor. “Investor

Shares” shall mean an amount of the Public Shares presently held by Investor equal to the lesser of an aggregate amount of (i) the

number of Public Shares currently and anticipated to be held by the Investor as of the date of the Meeting, and (ii) 9.9% of the Public

Shares that are not to be redeemed, including those Public Shares subject to non-redemption agreements with other Lionheart shareholders

similar to this Agreement on or about the date of the Meeting. The Sponsor and Lionheart agree to provide Investor with the final number

of Investor Shares subject to this Agreement no later than 9:30 a.m. Eastern on the first business day following the date of the Meeting

(and in all cases a sufficient amount of time to allow the Investor to reverse any exercise of Redemption Rights with regard to any Investor

Shares).

1.2. The Sponsor and Investor hereby agree that the assignment of the Assigned Securities shall be subject

to the conditions that (i) the Initial Business Combination is consummated; and (ii) Investor (or its permitted transferees (as such term

is described in that certain Letter Agreement, dated June 17, 2024, by and among Lionheart, the Sponsor and Lionheart’s officers

and directors (as it exists on the date hereof, the “Letter Agreement”) executes the Joinder (as defined in Section

1.8).

Upon the satisfaction of the foregoing

conditions, as applicable, the Sponsor shall promptly transfer (and no later than two (2) business days following the closing of the Initial

Business Combination) the Assigned Securities to Investor (or its Permitted Transferees) free and clear of any liens or other encumbrances,

other than pursuant to the Letter Agreement, restrictions on transfer imposed by the securities laws, and any successor or similar agreement

entered into in connection with the Initial Business Combination (which shall be no less favorable or more restrictive than what is agreed

to by the Sponsor). The Sponsor and Lionheart covenant and agree to facilitate such transfer to Investor (or its Permitted Transferees)

in accordance with the foregoing.

1.3. Merger or Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification,

consolidation or merger involving Lionheart in which its Ordinary Shares are converted into or exchanged for securities, cash or other

property, then, following any such reorganization, recapitalization, reclassification, consolidation or merger, in lieu of ordinary shares

of Lionheart, the Sponsor shall transfer, with respect to each Founder Share to be transferred hereunder, upon the Sponsor’ receipt

thereof, the kind and amount of securities, cash or other property into which such Assigned Securities converted or exchanged.

1.4. Forfeitures, Transfers, etc. Investor shall not be subject to forfeiture, surrender, claw-back,

transfers, disposals, exchanges or earn-outs for any reason on the Assigned Securities. Investor acknowledges that, pursuant to the Amended

and Restated Limited Liability Company Agreement of the Sponsor (as it exists on the date hereof, the “Sponsor LLC Agreement”),

prior to, or in connection with, the Initial Business Combination, the managing member of the Sponsor has the authority to forfeit, transfer,

exchange or amend the terms of all or any portion of the Class A Units, Class B Units (or the Founder Shares or Private Placement Warrants

underlying such Units) (each as defined therein) or to enter into any other arrangements with respect to the Class A Units or Class B

Units (or such underlying securities) to facilitate the consummation of a Business Combination, including voting in favor of any amendment

to the terms of the Founder Shares or Private Placement Warrants, and that the managing member is authorized to effectuate such forfeitures,

transfers, exchanges or amendments, including arrangements relating to the relaxation or early release of restrictions, in such amounts

and pursuant to such terms as the managing member determines in his sole and absolute discretion for any reason. Sponsor acknowledges

and agrees that any such forfeitures, transfers, exchanges or amendments shall apply only to the Founder Shares other than the Assigned

Securities and the terms and conditions applicable to the Assigned Securities shall not be changed or reduced as a result of any such

forfeitures, transfers, exchanges or amendments.

1.5. Delivery of Shares; Other Documents. At the time of the transfer of Assigned Securities hereunder,

the Sponsor shall deliver the Assigned Securities to Investor by transfer of book-entry shares effected through Lionheart’s register

of members and through Lionheart’s transfer agent. The parties to this Agreement agree to execute, acknowledge and deliver such

further instruments and to do all such other acts, that are reasonably determined to be necessary or appropriate to carry out the purposes

and intent of this Agreement.

1.6. Assignment of Registration Rights. Concurrent with the transfer of Assigned Securities to Investor

under this Agreement, the Sponsor hereby assigns all of its rights, duties and obligations to Investor with respect to the Assigned Securities

under that certain Registration Rights Agreement, dated June 17, 2024, by and among Lionheart, the Sponsor and Cantor Fitzgerald &

Co., a New York general partnership (as it exists on the date of the Agreement, the “Registration Rights Agreement”),

and hereby represents and confirms to Investor that, upon Investor’s receipt of the Assigned Securities, (i) Investor shall be a

“Holder” under the Registration Rights Agreement and (ii) the Assigned Securities shall be “Registrable Securities”

under the Registration Rights Agreement. This Agreement constitutes the Sponsor’s written notice to Lionheart of such assignment

in accordance with the Registration Rights Agreement (if required). Investor shall execute the Joinder (as defined in Section 1.8), pursuant

to which, Investor will be bound by the terms and provisions of the Registration Rights Agreement as a “Holder” thereunder

with respect to the Assigned Securities (upon acquisition thereof) as “Registrable Securities” thereunder.

1.7. Joinder to Letter Agreement and Registration Rights Agreement. In connection with the transfer

of the Assigned Securities to Investor, Investor shall execute a joinder to the Letter Agreement and the Registration Rights Agreement

in substantially the form attached here to as Exhibit B (the “Joinder”) pursuant to which Investor shall agree

with Lionheart to be bound solely by Section 8 of the Letter Agreement solely with respect to the Assigned Securities and by the terms

and provisions of the Registration Rights Agreement as a “holder” thereunder with respect to the Assigned Securities (upon

acquisition thereof) as “Registrable Securities” thereunder. Notwithstanding anything in this Agreement or the Joinder to

the contrary, Investor shall be released with respect to the Assigned Securities from any transfer or lock-up restrictions under the Letter

Agreement or the Registrations Rights Agreement to the same extent as any other holders, including the Sponsor, is released from such

restrictions with respect to its remaining Founder Shares.

1.8. Termination. This Agreement and each of the obligations of the undersigned shall terminate on the

earlier of (a) Lionheart’s shareholders do not approve the Extension at the Meeting, (b) the fulfillment of all obligations of parties

hereto, (c) the liquidation or dissolution of Lionheart, (d) the mutual written agreement of the parties hereto; or (e) if Investor exercises

its Redemption Rights with respect to any Investor Shares in connection with the Meeting and such Investors Shares are actually redeemed

in connection with the Meeting. Notwithstanding any provision in this Agreement to the contrary, the Sponsor’ obligations to transfer

the Assigned Securities to Investor shall be conditioned on (i) the satisfaction of the conditions set forth in Section 1.2 and (ii) such

Investor Shares not being redeemed in connection with the Meeting.

2. Assignment of Economic Interest.

2.1. Upon satisfaction of the conditions set forth in Section 1.1, the Sponsor hereby assigns to Investor all

of its economic right, title and interest in and to that number of Assigned Securities set forth on Exhibit A (the “Economic

Interest”), subject to adjustment as set forth in Section 2.2. The Economic Interest represents the Sponsor’s rights to

receive dividends and other distributions made with respect to that number of Assigned Securities set forth on Exhibit A represented

by the Founder Shares held directly by the Sponsor.

2.2. If at any time the number of outstanding Founder Shares is increased or decreased by a consolidation,

combination, split, subdivision, reclassification or other similar event, then, as of the effective date of such consolidation, combination,

split, subdivision, reclassification or similar event, the number of shares underlying the Economic Interest shall be adjusted in proportion

to such increase or decrease in outstanding Founder Shares. The foregoing shall not apply to (i) any increase or decrease in the number

of authorized Founder Shares or (ii) a reclassification of the share capital of Lionheart, in each case in connection with the closing

of the Initial Business Combination.

2.3. Investor acknowledges and agrees that it has no right to vote on matters of the Sponsor as a result of

the Assigned Securities or Economic Interest, or to vote with respect to any Assigned Securities, and it has no right to vote Assigned

Securities prior to transfer of any such shares to Investor pursuant to this Agreement.

2.4. Investor acknowledges and agrees that if it has a right pursuant to its Economic Interest to receive any

dividends or other distributions paid in Ordinary Shares or other non-cash property, the Sponsor shall transfer all of its right, title

and interest in such dividends or distributions concurrently with the transfer of the Assigned Securities to such Investor pursuant to

Section 1.

2.5. If the conditions to the transfer of the Founder Shares in Section 1 are not satisfied with respect to

any Founder Shares, then Investor shall automatically assign its Economic Interests in such Founder Shares back to the Sponsor, for no

consideration.

3. Representations and Warranties of Investor. Investor

represents and warrants to, and agrees with, the Sponsor that:

3.1. No Government Recommendation or Approval. Investor understands that no federal or state agency

has passed upon or made any recommendation or endorsement of the offering of the Assigned Securities.

3.2. Accredited Investor. Investor is an institutional “accredited investor” within the

meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”), or

a “qualified institutional buyer” as defined in Rule 144A under the Securities Act, and acknowledges that the sale contemplated

hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the

Securities Act and similar exemptions under state law.

3.3. Intent. Investor is acquiring the Assigned Securities solely for investment purposes, for such

Investor’s own account (and/or for the account or benefit of its members or affiliates, as permitted), and not with a view to the

distribution thereof in violation of the Securities Act and Investor has no present arrangement to sell Assigned Securities to or through

any person or entity except as may be permitted hereunder.

3.4. Restrictions on Transfer; Trust Account; Redemption Rights.

3.4.1. Investor acknowledges and agrees that, prior to their transfer hereunder, the Assigned Securities are,

and following any transfer to Investor may continue to be, subject to the transfer restrictions as set forth in section 5 of the Letter

Agreement.

3.4.2. Investor acknowledges and agrees that the Assigned Securities are not entitled to, and have no right,

interest or claim of any kind in or to, any monies held in the trust account into which the proceeds of Lionheart’s initial public

offering were deposited (the “Trust Account”) or distributed as a result of any liquidation of the Trust Account.

3.4.3. Investor agrees, solely for the benefit of and, notwithstanding anything else herein, enforceable only

by Lionheart, to waive any right that it may have to elect to have Lionheart redeem any Investor Shares and agrees not to redeem or otherwise

exercise any right to redeem the Investor Shares and to reverse and revoke any prior redemption elections made with respect to the Investor

Shares, in each case in connection with the Extension. For the avoidance of doubt, nothing in this Agreement is intended to restrict or

prohibit Investor’s ability to redeem any Public Shares other than the Investor Shares, or to trade or redeem any Public Shares

(other than the Investor Shares) in its discretion and at any time or trade or redeem any Investor Shares in its discretion and at any

time after the date of the Meeting.

3.4.4. Investor acknowledges and understands the Assigned Securities are being offered in a transaction not involving

a public offering in the United States within the meaning of the Securities Act and have not been registered under the Securities Act

and, if in the future Investor decides to offer, resell, pledge or otherwise transfer Assigned Securities, such Assigned Securities may

be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities

Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant

to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable

securities laws of any state or any other jurisdiction. Investor agrees that, if any transfer of the Assigned Securities or any interest

therein is proposed to be made, as a condition precedent to any such transfer, Investor may be required to deliver to Lionheart an opinion

of counsel satisfactory to Lionheart that registration is not required with respect to the Assigned Securities to be transferred. Absent

registration or another available exemption from registration, Investor agrees it will not transfer the Assigned Securities.

3.5. Sophisticated Investor. Investor is sophisticated

in financial matters and able to evaluate the risks and benefits of the investment in the Assigned Securities.

3.6. Risk of Loss. Investor is aware that an investment

in the Assigned Securities is highly speculative and subject to substantial risks. Investor is cognizant of and understands the risks

related to the acquisition of the Assigned Securities, including those restrictions described or provided for in this Agreement and the

Letter Agreement pertaining to transferability. Investor is able to bear the economic risk of its investment in the Assigned Securities

for an indefinite period of time and able to sustain a complete loss of such investment.

3.7. Independent Investigation. Investor has relied upon

an independent investigation of Lionheart and has not relied upon any information or representations made by any third parties or upon

any oral or written representations or assurances, express or implied, from the Sponsor or any representatives or agents of the Sponsor,

other than as set forth in this Agreement. Investor is familiar with the business, operations and financial condition of Lionheart and

has had an opportunity to ask questions of, and receive answers from Lionheart’s management concerning Lionheart and the terms

and conditions of the proposed sale of the Assigned Securities and has had full access to such other information concerning Lionheart

as Investor has requested. Investor confirms that all documents that it has requested have been made available and that Investor has

been supplied with all of the additional information concerning this investment which Investor has requested.

3.8. Organization and Authority. If an entity, Investor

is duly organized and existing under the laws of the jurisdiction in which it was organized and it possesses all requisite power and

authority to acquire the Assigned Securities, enter into this Agreement and perform all the obligations required to be performed by Investor

hereunder.

3.9. Non-U.S. Investor. If Investor is not a United States

person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder

(collectively, the “Code”)), Investor hereby represents that it has satisfied itself as to the full observance of

the laws of its jurisdiction in connection with any invitation to subscribe for the Assigned Securities or any use of this Agreement,

including (i) the legal requirements within its jurisdiction for the acquisition of the Assigned Securities, (ii) any foreign exchange

restrictions applicable to such acquisition, (iii) any governmental or other consents that may need to be obtained, and (iv) the income

tax and other tax consequences, if any, that may be relevant to the acquisition, holding, redemption, sale, or transfer of the Assigned

Securities. Investor’s subscription and payment for and continued beneficial ownership of the Assigned Securities will not violate

any applicable securities or other laws of Investor’s jurisdiction.

3.10. Authority. This Agreement has been validly authorized,

executed and delivered by Investor and is a valid and binding agreement enforceable in accordance with its terms, except as such enforceability

may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or similar laws relating to,

or affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles of general application and

except as enforcement of rights to indemnity and contribution may be limited by federal and state securities laws or principles of public

policy.

3.11. No Conflicts. The execution, delivery and performance

of this Agreement and the consummation by Investor of the transactions contemplated hereby do not violate, conflict with or constitute

a default under (i) Investor’s organizational documents, (ii) any agreement or instrument to which Investor is a party or (iii)

any law, statute, rule or regulation to which Investor is subject, or any order, judgment or decree to which Investor is subject, in

the case of clauses (ii) and (iii), that would reasonably be expected to prevent Investor from fulfilling its obligations under this

Agreement.

3.12. No Advice from Sponsor. Investor has had the opportunity to review this Agreement and the transactions

contemplated by this Agreement and the form of Letter Agreement with Investor’s own legal counsel and investment and tax advisors.

Except for any statements or representations of the Sponsor explicitly made in this Agreement, Investor is relying solely on such counsel

and advisors and not on any statements or representations, express or implied, of the Sponsor or any of its representatives or agents

for any reason whatsoever, including without limitation for legal, tax or investment advice, with respect to this investment, the Sponsor,

Lionheart, the Assigned Securities, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.

3.13. Reliance on Representations and Warranties. Investor understands that the Assigned Securities are

being offered and sold to Investor in reliance on exemptions from the registration requirements under the Securities Act, and analogous

provisions in the laws and regulations of various states, and that the Sponsor is relying upon the truth and accuracy of the representations,

warranties, agreements, acknowledgments and understandings of Investor set forth in this Agreement in order to determine the applicability

of such provisions.

3.14. No General Solicitation. Investor is not subscribing for Assigned Securities as a result of or

subsequent to any general solicitation or general advertising, including but not limited to any advertisement, article, notice or other

communication published in any newspaper, magazine, or similar media or broadcast over television or radio or any seminar or meeting whose

attendees have been invited by any general solicitation or general advertising.

3.15. Brokers. No broker, finder or intermediary has been paid or is entitled to a fee or commission

from or by Investor in connection with the acquisition of the Assigned Securities nor is Investor entitled to or will accept any such

fee or commission.

4. Representations and Warranties of Sponsor. The Sponsor

represents and warrants to, and agrees with, the Investor that:

4.1. Power and Authority. The Sponsor is a limited liability

company duly formed and validly existing and in good standing as a limited liability company under the laws of Delaware and possesses

all requisite limited liability company power and authority to enter into this Agreement and to perform all of the obligations required

to be performed by the Sponsor hereunder, including the assignment, sale and transfer the Assigned Securities and the assignment of the

Economic Interest.

4.2. Authority. All corporate action on the part of the

Sponsor and its officers, directors and members necessary for the authorization, execution and delivery of this Agreement and the performance

of all obligations of the Sponsor required pursuant hereto has been taken. This Agreement has been duly executed and delivered by the

Sponsor and (assuming due authorization, execution and delivery by Investor) constitutes the Sponsor’s legal, valid and binding

obligation, enforceable against the Sponsor in accordance with its terms, except as such enforceability may be limited by applicable

bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement

of, creditors’ rights and remedies or by equitable principles of general application and except as enforcement of rights to indemnity

and contribution may be limited by federal and state securities laws or principles of public policy.

4.3. Title to Securities. The Sponsor is the record and

beneficial owner of, and has good and marketable title to, the Assigned Securities and will, immediately prior to the transfer of the

Assigned Securities to Investor, be the record and beneficial owner of the Assigned Securities, in each case, free and clear of all liens,

pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions

of any kind (other than transfer restrictions and other terms and conditions that apply to the Founder Shares generally and applicable

securities laws). The Assigned Securities to be transferred, when transferred to Investor as provided herein, will be free and clear

of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements

or restrictions of any kind (other than transfer restrictions and other terms and conditions that apply to the Founder Shares generally,

under the Letter Agreement and applicable securities laws).

4.4. No Conflicts. The execution, delivery and performance

of this Agreement and the consummation by the Sponsor of the transactions contemplated hereby do not violate, conflict with or constitute

a default under (i) the certificate of formation or the Sponsor LLC Agreement, (ii) any agreement or instrument to which the Sponsor

is a party or by which it is bound (including the Letter Agreement and the Sponsor LLC Agreement) or (iii) any law, statute, rule or

regulation to which the Sponsor is subject or any order, judgment or decree to which the Sponsor is subject. The Sponsor is not required

under federal, state or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration

with, any court or governmental agency or self-regulatory entity in order for it to perform any of its obligations under this Agreement,

including the transfer of the Assigned Securities and assignment of the Economic Interest in accordance with the terms hereof.

4.5. No General Solicitation. The Sponsor has not offered the Assigned Securities by means of any general

solicitation or general advertising within the meaning of Regulation D of the Securities Act, including but not limited to any advertisement,

article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio or

any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

4.6. Brokers. No broker, finder or intermediary has been

paid or is entitled to a fee or commission from or by the Sponsor in connection with the sale of the Assigned Securities nor is the Sponsor

entitled to or will accept any such fee or commission.

4.7. Transfer Restrictions. Until termination of this Agreement,

the Sponsor shall not transfer any of its Founder Shares representing the economic benefit of the Assigned Securities.

4.8. Reliance on Representations and Warranties. The Sponsor

understands and acknowledges that Investor is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments

and understandings of the Sponsor set forth in this Agreement.

5. Trust Account. Until the earlier of (a) the consummation

of Lionheart’s initial business combination; (b) the liquidation of the Trust Account; and (c) 33 months from consummation of Lionheart’s

initial public offering or such later time as the shareholders of Lionheart may approve in accordance with the M&A, Lionheart will

maintain the investment of funds held in the Trust Account in interest-bearing United States government securities within the meaning

of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds

meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940,

as amended, which invest only in direct U.S. government treasury obligations, or maintain such funds in cash in an interest-bearing demand

deposit account at a bank.

6. Governing Law; Jurisdiction; Waiver of Jury Trial.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect

to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the

laws of another jurisdiction. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to

this Agreement and the transactions contemplated hereby. With respect to any suit, action or proceeding relating to the transactions

contemplated hereby, the undersigned irrevocably submit to the jurisdiction of the United States District Court or, if such court does

not have jurisdiction, the New York state courts located in the Borough of Manhattan, State of New York, which submission shall be exclusive.

7. Assignment; Entire Agreement; Amendment.

7.1. Assignment. Any assignment of this Agreement or any right, remedy, obligation or liability arising

hereunder by either the Sponsor or Investor to any person that is not an affiliate of such party shall require the prior written consent

of the other party; provided, that no such consent shall be required for any such assignment by Investor to one or more affiliates thereof.

7.2. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the

parties as to the subject matter thereof and merges and supersedes all prior discussions, agreements and understandings of any and every

nature among them relating to the subject matter hereof.

7.3. Amendment. Except as expressly provided in this Agreement, neither this Agreement nor any term

hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement

of any such amendment, waiver, discharge or termination is sought.

7.4. Binding upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties

hereto and to their respective heirs, legal representatives, successors and permitted assigns.

8. Notices. Unless otherwise provided herein, any notice

or other communication to a party hereunder shall be sufficiently given if in writing and personally delivered or sent by facsimile or

other electronic transmission with copy sent in another manner herein provided or sent by courier (which for all purposes of this Agreement

shall include Federal Express or another recognized overnight courier) or mailed to said party by certified mail, return receipt requested,

at its address provided for herein or such other address as either may designate for itself in such notice to the other. Communications

shall be deemed to have been received when delivered personally, on the scheduled arrival date when sent by next day or 2nd-day courier

service, or if sent by facsimile upon receipt of confirmation of transmittal or, if sent by mail, then three days after deposit in the

mail. If given by electronic transmission, such notice shall be deemed to be delivered (a) if by electronic mail, when directed to an

electronic mail address at which the party has provided to receive notice; and (b) if by any other form of electronic transmission, when

directed to such party.

9. Counterparts. This Agreement may be executed in two

or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when

counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the

same counterpart. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S.

federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g.,

www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered

and be valid and effective for all purposes.

10. Survival; Severability

10.1. Survival. The representations, warranties, covenants and agreements of the parties hereto shall

survive the closing of the transactions contemplated hereby.

10.2. Severability. In the event that any provision of this Agreement becomes or is declared by a court

of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision;

provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.

11. Headings. The titles and subtitles used in this

Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

12. Disclosure; Waiver. As soon as practicable, but in

no event later than one business day, after execution of this Agreement, Lionheart will file (to the extent that it has not already filed)

a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), reporting the material

terms of this Agreement. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. Lionheart

agrees that the name of the investor shall not be included in any public disclosures related to this Agreement unless required by applicable

law, regulation or stock exchange rule. Investor (i) acknowledges that the Sponsor may possess or have access to material non-public

information which has not been communicated to the Investor; (ii) hereby waives any and all claims, whether at law, in equity or otherwise,

that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against the Sponsor or any of Lionheart’s

officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public

information in connection with the transaction contemplated by this Agreement, including any potential business combination involving

Lionheart, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that the Sponsor

is relying on the truth of the representations set forth in Section 3 of this Agreement and the foregoing acknowledgement and waiver

in this Section 12, in connection with the transactions contemplated by this Agreement. Lionheart shall, by 9:30 a.m., New York City

time, on the first business day immediately following the date of the Meeting, issue one or more press releases or file with the United

States Securities and Exchange Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing,

to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby and any other material, nonpublic

information that Lionheart has provided to Investor at any time prior to the filing of the Disclosure Document. Upon the issuance of

the Disclosure Document, to Lionheart’s knowledge, Investor shall not be in possession of any material, nonpublic information received

from Lionheart or any of its officers, directors or employees.

13. Independent Nature of Rights and Obligations. Nothing

contained herein, and no action taken by any party pursuant hereto, shall be deemed to constitute Investor and the Sponsor as, and the

Sponsor acknowledge that Investor and the Sponsor do not so constitute, a partnership, an association, a joint venture or any other kind

of entity, or create a presumption that Investor and the Sponsor are in any way acting in concert or as a group with respect to such

obligations or the transactions contemplated by this Agreement or any matters, and the Sponsor acknowledge that Investor and the Sponsor

are not acting in concert or as a group, and the Sponsor shall not assert any such claim, with respect to such obligations or the transactions

contemplated by this Agreement.

14. Most Favored Nation. In the event the Sponsor or Lionheart

enter one or more other non-redemption agreements before or after the execution of this Agreement in connection with the Meeting, the

Sponsor and Lionheart represent that the terms of such other agreements are not materially more favorable to such other investors thereunder

than the terms of this Agreement are in respect of the Investor. In the event that another investor is afforded any such more favorable

terms than the Investor, the Sponsor shall promptly inform the Investor of such more favorable terms in writing, and the Investors shall

have the right to elect to have such more favorable terms included herein, in which case the parties hereto shall promptly amend this

Agreement to effect the same.

[Remainder of Page Intentionally Left Blank;

Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused

this Agreement to be duly executed as of the date first above written.

INVESTORS:

[_____]

By:

Name:

Title:

[Signature Page to Non-Redemption

Agreement]

COMPANY:

LIONHEART HOLDINGS

By:

Name:

Title:

SPONSOR:

LIONHEART SPONSOR, LLC

By:

Name:

Title:

[Signature Page to Non-Redemption

Agreement]

EXHIBIT A

Investor

Assigned Securities /

Economic Interest

Assigned from

Sponsor (1)

Number of Public

Shares to be Held

as Investor

Shares (1)

[___]

Class B Ordinary

[___]

Class A Ordinary

(1) One Assigned Security for every five Investor Shares.

EXHIBIT B

FORM OF JOINDER TO

LETTER AGREEMENT AND

REGISTRATION RIGHTS AGREEMENT

2026

Reference is made to that

certain Non-Redemption Agreement and Assignment of Economic Interest, dated as of June [•], 2026 (the “Agreement”),

by and among [_____] (“Investor”), Lionheart Holdings (the “Company”) and Lionheart Sponsor LLC

(the “Sponsor”), pursuant to which Investor acquired securities of the Company from the Sponsor. Capitalized terms

used and not otherwise defined herein shall have the meanings given to such terms in the Agreement.

By executing this joinder,

Investor hereby agrees, as of the date first set forth above, that Investor (i) shall become a party to that certain Letter Agreement,

dated June 17, 2024, by and among the Company, the Sponsor and the Company’s officers and directors (as it exists on the date of

the Agreement, the “Letter Agreement”), solely with respect to Section 8 of the Letter Agreement, and shall be bound

by, and shall be subject to the restrictions set forth under, the terms and provisions of such section of the Letter Agreement as an Insider

(as defined therein) solely with respect to its Assigned Securities, provided, however, that the Investor shall be permitted to transfer

its Assigned Securities as permitted by the Letter Agreement; and (ii) shall become a party to that certain Registration Rights Agreement,

dated June 17, 2024, by and among Lionheart, the Sponsor and Cantor Fitzgerald & Co., a New York general partnership (as it exists

on the date of the Agreement (as it exists on the date of the Agreement, the “Registration Rights Agreement”), and

shall be bound by the terms and provisions of the Registration Rights Agreement as a Holder (as defined therein) and entitled to the rights

of a Holder under the Registration Rights Agreement and the Assigned Securities (together with any other equity security of the Company

issued or issuable with respect to any such Assigned Securities by way of a share dividend or share subdivision or in connection with

a combination of shares, recapitalization, merger, consolidation or reorganization) shall be “Registrable Securities” thereunder.

This joinder may be executed in two or more counterparts,

and by facsimile, all of which shall be deemed an original and all of which together shall constitute one instrument.

[Remainder of Page Intentionally Left Blank;

Signature Pages Follow]

INVESTOR

By:

Name:

Title:

ACKNOWLEDGED AND AGREED:

LIONHEART HOLDINGS

By:

Name:

Title:

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